About us

History of AIOD establishmentMission and VisionAIOD ValuesAIOD CharterAIOD Committees RegulationBusiness Strategy and PlanManagement
Armenian Institute of Directors was founded in the last quarter of 2014, with advisory assistance of the International Finance Corporation.

Armenian Institute of Directors in its legal organizational form is a non-governmental organization, which aims to:

1 contribute to the establishment of Armenian companies’ Board of Directors
as their governing bodies and improvement of their productivity,
2 contribute to the improvement of professionalism, experience and status of
directors in Armenia,
3 assist the directors in matters related to their activities.

AIOD’s mission
Institute of Directors’ mission is to promote role of the effective director and protect the interests of Armenian directors. The institute undertakes the role of the “intellectual leader” in the field of effective corporate governance that will serve for Armenia’s economic development and welfare of Armenian society.

AIOD’s vision
The vision is to become recognized leading Armenian organization of professional directors in national,regional and international levels.

1) Professionalism: the conditions necessary to join the Institute are high professional qualifications, experience and reputation. The Institute encourages its members’ efforts to
promote knowledge and skills.
2) Innovation: Institute encourages the demonstration of initiatives, the use of innovative,
creative and non-standard approaches, development of ideas.
3) Team work: Institute encourages the team decision-making, mutual aid, direct and open
communication, building a culture of mutual responsibility.
4) Trust: The institute is consistent in forming and strengthening its reputation as a reliable
organization. The Institute carries out its duties in good faith, reasonably, encourages proper
activity, care, prudence, sensitivity manifested by its members.
5) Transparency and accountability: The Institute is transparent in its decisions and actions.
It is accountable to its members and stakeholders and reveals current, complete, trustworthy
and adequate information about its activities on a regular basis. The institute provides the
identity of the information disclosed by various channels.
6) Respect: The Institute encourages the atmosphere for respect, pluralism and healthy
criticism, as well as the proper care of the Institute and its members to each other.
7) Diversity: The Institute refrains from racial, national, gender, age-related, marital status,
political preferences and other types of discrimination in relations with its members and stakeholders.
Executive Summary

The Armenian Institute of Directors (AIOD) was established in the last quarter of 2014 with the advisory assistance of the International Finance Corporation. The organizational form of the Armenian Institute of Directors is a Non-Governmental Organization, which aims:

  • to promote the formation and increase of productivity of the Board of Directors of the Armenian companies as the governing body
  • to contribute the improvement of professionalism, experience and status of directors in Armenia,
  • to assist the directors in issues relating their activities.

This Strategic Plan defines:

  • The Institute’s mission and goals,
  • The Institute’s vision,
  • The Institute’s values,
  • The main benefits and advantages of the membership to the Institute,
  • The list of the main stakeholders of the Institute.

The Strategic Plan also contains issues about the services provided by the Institute, its management system, including risk management and reporting systems.

Glossary of Terms and Abbreviations

Corporate governance (CG) A complex of mechanisms of company’s management and control, with the help of which the company’s objectives, the ways to achieve these objectives and methods of controlling them are formed, the interests of the company and its stakeholders are balanced, aimed to inculcate and strengthen in society the principles of transparency and the rule of law.

 

Director 1) A member of the Board of Directors (Board) of the legal entity,

2) The sole executive body of the legal entity, his/her deputy,

3) A member of the collegial executive body of the legal entity,

4) The head of the territorial and structural subdivisions of the legal entity,

5) Corporate secretary,

6) Lawyer and compliance (internal monitoring) employee.

 

Board of Directors (Board)  

The company’s management body, which assumes a company’s strategic guidance.

 

Stakeholder Any individual or organization that has an influence upon the Armenian Institute of Directors or is influenced by the Institute.
AIOD/Institute The Armenian Institute of Directors
WB World Bank.
IFC The International Finance Corporation
OSCE Organization for Security and Co-operation in Europe.
GIZ The German Federal Enterprise for International Cooperation.
USAID The United States Agency for International Development.
Member Member of the Armenian Institute of Directors
NGO Non-Governmental Organization
SME Small and medium sized enterprise
SOE State Owned Enterprise

Background

As part of the its Corporate Governance Program in Europe and Central Asia, the IFC involved and provided funding by an independent consultant Chris Pierce to facilitate the development of a strategy for the Armenian Institute of Directors.

The first meeting of the members of the Armenian Institute of Directors steering group took place on 30th September 2014. The purpose of the meeting was to develop a strategic plan for the AIOD, that:

  • sets the vision of the Institute and contributes the awareness of the AIOD in Armenia
  • ensures the effectiveness of Institute activities
  • promotes the provision of services by the Institute to directors and the business community.
  • promotes the projects that aim to increase the AIOD revenues and the number of members.

The meeting was led by Chris Pierce, CEO of Global Governance Services Ltd based in London. Chris is an international expert in strategic planning, facilitating solution provisioning and capacity building of director training organizations.

Based on the concept of strategy accepted by the participants of the meeting, steering group of the Institute has developed the Institute’s charter, which was confirmed by Institute’s founding assembly and submitted to state registration.

The Institute’s purpose, mission, vision, values, membership possibilities (benefits), main stakeholders of the Institute

The AIOD purpose

The Institute is aimed to support directors in adding value to their organisations with a particular focus upon improving the effectiveness of boards and board committees, and promote the professionalism of directors in Armenia.

 

The AIOD mission

The Institute of Directors mission is to promote the role of being an effective director and to protect Armenian directors’ interests. The Institute is a “thought leader” in effective corporate governance practices, which will serve to the economic progress and increase of welfare of Armenian society.

 

The AIOD vision

The Institute of Directors vision is to be nationally, regionally and internationally recognised as the leading organisation for professional Armenian directors.

 

The AIOD general goals:

  • To improve the effectiveness of boards in Armenia
  • To improve the professionalism, skills (by education and training) and status of Armenian boards of directors
  • To promote the respect through the role of director
  • To protect the rights of Armenian directors at a policy level

 

The AIOD values

  • Professionalism: the conditions necessary to join the Institute are high professional qualifications, experience and reputation. The Institute encourages its members’ efforts to promote knowledge and skills.
  • Innovation: Institute encourages the demonstration of initiatives, the use of innovative, creative and non-standard approaches and the development of ideas.
  • Team work: Institute encourages the team decision-making, mutual aid, direct and open communication, building a culture of mutual responsibility.
  • Trust: The institute is consistent in forming and strengthening its reputation as a reliable company. The Institute carries out its duties in good faith, reasonably, encourages proper activity, care, prudence, finesse manifested by its members.
  • Transparency and accountability: The Institute is transparent in its decisions and actions. It is accountable to its members and stakeholders and reveals current, complete, trustworthy and adequate information about its activities on a regular basis. The institute provides the identity of the information disclosed by various channels.
  • Respect: The Institute encourages the atmosphere for respect, pluralism and healthy criticism, as well as the proper care of the Institute and its members to each other.
  • Diversity: The Institute refrains from racial, national, gender, age-related, marital status, political preferences and other types of discrimination in relations with its members and stakeholders.

Benefits of membership

The benefits of membership include:

  • Be part of a network of members who want to promote good corporate governance and share best international business practices,
  • Keep up to date with the latest information on global trends – receive regular information updates and newsletters,
  • Priority booking and reduced rates for all training courses of the Institute,
  • Be part of a new culture of directorship and accelerate own professional development,
  • Meet with top international speakers and guests,
  • To participate in discussion forums, debates, seminars and conferences,
  • To be part of special members events,
  • Receive information and guidance services,
  • Automatically be included on the Directors’ Register kept by the Institute.

The main stakeholders of the AIOD

In order to map its stakeholders the Institute has divided the market according to the following criteria:

  • type of company (Listed, Governmental, financial, family and other company)
  • type of the board of directors (one-level, two-level, mixed)
  • type of the director (executive and non-executive / independent)
  • sector (commercial, non-commercial)
  • type of members (full members, candidates)

 

The AIOD has the following stakeholders:

  • Central Bank of RA
  • The Ministry of Economy of RA and other governmental institutions
  • Development Institutions (WB, IFC, EBRD, OSCE, GIZ, USAID and etc.)
  • Professional unions and associations, particularly the Association of Accountants and Auditors of Armenia, the Institute of Internal Auditors,
  • Corporate Governance Centre Foundation
  • Investors / shareholders of Armenian companies
  • Higher education institutions
  • Directors (executive and non-executive / independent )
  • Stock Exchange
  • Governmental institutions
  • Listed companies
  • SMEs
  • Family companies
  • Non-commercial companies
  • Mass media.

The Services and Activities provided by the Institute

Education, training, awareness events

The Institute as an organization with an educational mission, carries out educational, awareness-raising activities that include organization of trainings, retraining courses, seminars, round tables, workshops, conferences and other events.

The Institute independently, as well as in collaboration with other organizations organizes an educational, training and awareness raising events as part of its mission and goals.

Institutes’ educational, training and awareness-raising events can be organized as for the specific group of people (executive and non-executive directors, corporate secretaries, compliance personnel, lawyers, etc., ) as having thematic nature.

The educational, training and awareness-raising events are involved with national and international experts.

A source for the educational programs of the Institute is Global Corporate Governance Forum Board Leadership Training Resource Kit, Corporate Secretaries Toolkit), as well as literature and materials on corporate governance published by IFC.

The Training and Education Committee on a regular basis explores the needs of stakeholders, in order to organize and hold thematic events of their interest. The Training and Education Committee follows the offers of training courses and educational programs of international organizations, in order to harmonize them with the educational programs and training courses of the Institute.

The Institute plans to introduce a directors certification system in 2017 through the development of appropriate educational programs and examinations, as well as mechanisms to ensure continuing education of its members.

Policy and Advocacy

The institute plans to secure its direct involvement in the processing of Armenia’s economic development policy, its discussions and modifications. The Institute sees its role in this area as follows: to contribute the solving of the problems inherent in the economic and business environment, through cooperation with the competent authorities and making suggestions.

The Institute’s website will serve to identity common problems of the members of the Institute and ways of their solution, where the forum will be a platform of discovery, discussion of issues, submission of proposals and for raising its public awareness.

The Institute plans to process and publish a quarterly newsletter, which will serve to provide a modern and up-to-date information about corporate governance mechanisms and its possible changes to the members of the Institute.

Advisory Services, Research and Publications

The Institute can guide its members to solve possible problems if necessary. The Institute plans to provide this service from 2017 and encourages voluntary contributions of its members. The Institute pays special attention to implementation of scientific, research and analytical programs. As a separate direction of activity is considered the preparation and publication of the professional literature, as well as the corporate documents of the companies, the translation and publication of international corporate governance standards.

The Institute could also consider providing professional/expert opinion about corporate governance issues in courts.

The Management System of the Institute

The Board

The board performs the functions of the management supreme body during the period between general meetings. The Board leads the Management system of the Institute and makes decisions on strategic management issues.

The Board supports and monitors the activities of the executive body of the Institute in order to implement its strategy .

Committees of the AIOD

In order to improve the efficiency of the activities of the Board of the Institute, the Board forms committees, that focus on a specific areas of activity, sectors andissues.

The Board forms the following committees:

  • Policy and Advocacy committee
  • The Education and Training Committee
  • The Marketing and Membership Committee

Principles for AIOD Committees

  • Committee members do not need to be board members
  • Each committee must have at least one board member
  • The chairman of the board can’t be a chairman of the committee
  • A member can only be a chairman of one committee
  • A committee member does not need to be a board member but need to be a member of the AIOD
  • A member can’t be on more than 2 committees excluding the committee that is formed for a special case
  • A report by each committee should be made to the board on a regular basis (at least once every 6 months).

The activities of the Committee are regulated by internal regulations of the Institute.

The Policy and Advocacy committee

A Policy and Advocacy Committee is responsible for work with main stakeholders and AIOD members to strengthen AIOD’s advocacy and policy. The main functions of The Policy and Advocacy Committee are:

  • Providing guidance and advice to the main external stakeholders strategies
  • Forming a position about the policies, as well as collaborating with AIOD Committees and working groups on policy and research priorities.
  • Analysis of and engagement with government on policy issues related to development of business activity in Armenia.
  • Collaborating with other AIOD committees and providing input and advice on advocacy strategies and public campaigning.
  • Preparing Committee reports and representing to the Board.

The Education and Training (hereinafter Educational) Committee

The Education Committee is responsible for the development of skills, abilities, experiences of the directors through teaching and coverage of best practice in corporate governance. The main functions of the Education Committee are:

  1. Preparation of the recommendations on the main directions of the trainings and awareness raising events of the Institute by assessing the needs of stakeholders and representation to the Board for approval.
  2. Processing plan and budget of the annual educational programs, training and awareness activities events of the institute and representation to the Board for approval.
  3. Development of the educational programs, materials, and definition of the fees
  4. Definition of the place and date of the educational, training and awareness events
  5. Selection of trainers and assessment of course, its program and materials
  6. Elaboration of the marketing materials of the educational, training and awareness events
  7. Cooperating with local and international educational centres/organizations
  8. Organizing assessment of the educational, training events by its participants and representation to the Board
  9. Preparing Committee reports and representing to the Board.

The Marketing and Membership Committee

The Marketing and Membership Committee is responsible for strengthening the market positions of the Institute, ensuring communication with stakeholders, monitoring issues related to sponsorship and membership. The main functions of the Marketing and Membership Committee are:

  1. Development of the marketing and advertising policies of the Institute and representation to the Board for approval
  2. Management of procedures of membership of the Institute, including contribution of the establishment of membership regulations, and set up a register of members
  3. Set a target indicator of a Membership and sponsorship and representation to the Board for approval
  4. to provide communication with the stakeholders of the Institution
  5. Survey on the satisfaction from the membership and representation of the results to the Board
  6. content service for the Institute web site
  7. establishment of Membership and sponsorship benefits (discounts) package and representation to the Board for approval
  8. Development of marketing materials and media coverage of the events of Institute’s activities (presentations, press conferences, etc.) in association with the Executive Director, preparation of the budget and representation to the Board for approval
  9. Preparing Committee reports and representing to the Board.

The Executive Committee

The Institute may set up an Executive Committee that carries out the current collective management of the Institute, except the issues that are under the exclusive jurisdiction of the General Meeting, Board and its Committees.

At the moment the management of the Institute’s current activities are carried out solely by the Executive Director.

Executive Director

The management of the Institute’s current activities are carried out solely by the Executive Director, who is appointed by the Board and is accountable to it.

The Executive Director should possess:

  1. 7-10 years management experience
  2. Economic, finance, law, business qualification
  3. Interpersonal skills
  4. Communication skills

The activities of the Executive Director are:

  1. Office administration
  2. Support to Members on issues regarding their rights and responsibilities
  3. Support to the Board and committees on issues regarding their activities
  4. Communications with main stakeholders
  5. Administration of events stemming from the Institute charter objectives and strategic plan,
  6. Development of the Annual program of the Institute, preparation of the annual budget (cost estimates) and representation to the Board.
  7. Preparation of the annual and interim reports of the Institute and submission to the Board.

Processing and approval of orders, instructions, procedures, methodological instructions and other working documents of the Institute’s current activities, except the documents that are subject for the approval of the General Meeting and the Board of the Institute in accordance with the legislation of RA, the Charter and internal regulations of the Institute.

AIOD reporting system

The Board is accountable to the members of the Institute.

The reports about Institutes activities are disclosed:

  • During the General Meeting,
  • By the company’s web site,
  • On members’ request.

Institute Committees are accountable to the Board. Committees report to the Board,

  • On bi-annual basis, not later than 7 calendar days after the end of the reporting period.
  • As a result of a specific event, not later than 7 calendar days after its end.

Executive Director of the Institute is accountable to the General Meeting and the Board. Executive Director reports to the Board:

  • Quarterly report after the end of the reporting period within 20 calendar days.
  • An annual report after the end of the reporting period within 60 calendar days.

Risk Management

When planning an event the Institute highlights the manageability of potential risks.

The main risk issues for the AIOD are:

  • No demand for services or overestimated demand
  • Financial stability
  • Operational problems
  • Lack of management skills
  • The influence of important people
  • Not effective marketing
  • Adverse media reports
  • Change in support
  • Retaining members, etc.

The Institute manages its risks by evaluating the likelihood and impact of these factors.

AIOD sources of financing

The sources of Institute’s funding are:

  • Membership fees
  • Funds from sponsorship.
  • Grants.
  • Donations, etc.

In order to manage its financial resources the Institute is guided by an annual budget (annual cost estimates) and its performance that is developed by the Chief executive officer and approved by the Board of the Institute.

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